Investment in Subsidiaries: Not in limitation of any commitments or restrictions the Principals may have entered into, prior to an Initial Listing, KUE may not permit any of its subsidiaries or controlled joint ventures (which shall not include, for the avoidance of doubt, certain exempt companies contemplated by the following paragraph) to issue or grant any equity interests in such subsidiaries or controlled joint ventures fo any of the Principals or any of their affillates (other than KUE, its subsidiaries and controlled joint ventures) unless (i) the Independent Committee approves and the Investors who are accredited investors (as such term is defined in Regulation D) or otherwise legally eligible to participate are offered the opportunity to participate on the same terms as the Principals and their affiliates and in proportion to their economic ownership of KUE or (ii) such subsidiary or joint venture of KUE has completed an initial listing on a recognized international securities exchange, subject to certain limited exceptions.
The Principals intend that KUE will be their exclusive vehicle for equity investment opportunities in and acquisitions of for- profit companies engaged primarily in the business of pre-K through 12th grade education of children, subject to limited exceptions as set forth in "The Structure of KUE and the General Partner" in this Private Placement Memorandum.
Transferability of Units: The Common LP Units and the Class A Shares comprising
the Units owned by the Investors will not be separately transferable, and ihe Units are to be transferred as a whole unless otherwise approved by the Board of Directors of the General Partner and the Independent Committee (defined below).
Units held by an Investor may not be sold, transferred or assigned without the prior written consent of the General Partner, not to be unreasonably withheld. The General Partner intends, during the first two years after the applicable closing of the offering, to approve transfers of the Units to an affiliate of the Investor, in compliance with applicable law. After such time, the General Partner intends to approve transfers of Units to an affiliate of the Investor or to another Investor (and affiliates thereof}, in each case in compliance with applicable jaw. The General Partner also intends to approve transfers pursuant to the Tag-Along Right and Drag- Along Right provisions described below.
Tag-Along Right: Unless the Investors’ Units (or securities received in exchange for Units if the Initial Listing is of a Subsidiary of KUE) are freely tradable without volume restrictions on the exchange on which the Initial Listing occurred, with respect to any proposed transfer of the Common LP Units held by KUE LLC and its affiliates to a non-affiliate purchaser (and, unless otherwise approved by the Board of Directors and the Independent Committee of the General Partner, a
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